EX-99.1 2 tnet-123115xexhibit991.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
 
TriNet Announces Fourth Quarter, Fiscal Year 2015 Results & $50 Million Increase to Stock Repurchase Program
20% Growth in Total Revenues and 17% Growth in Net Service Revenues for the Fourth Quarter
21% Growth in Total Revenues and 8% Growth in Net Service Revenues for the Full Year
13% Increase in Worksite Employees (WSEs), to approximately 324,000
$50 Million Increase to Stock Repurchase Program
 
SAN LEANDRO, Calif. February 29, 2016 TriNet Group, Inc. (NYSE: TNET), a leading provider of a comprehensive human resources solution for small to midsize businesses, today announced financial results for the fourth quarter and year ended December 31, 2015.
 
Fourth quarter highlights include:
Total revenues increased 20% to $725.7 million and Net Service Revenues increased 17% to $149.0 million, each as compared to the same period last year.
Total WSEs at December 31, 2015 increased 13% from December 31, 2014, to approximately 324,000.
Net income was $14.1 million, or $0.20 per diluted share, compared to net income of $7.0 million, or $0.10 per diluted share, in the same period last year.
Adjusted Net Income was $22.2 million, or $0.31 per diluted share on a pro forma basis, compared to Adjusted Net Income of $19.2 million, or $0.26 per diluted share on a pro forma basis, in the same period last year.
Adjusted EBITDA was $45.7 million, a 14% increase from the same period last year.

Full year highlights include:
Total revenues increased 21% to $2.7 billion and Net Service Revenues increased 8% to $546.9 million from fiscal 2014.
Net income was $31.7 million, or $0.44 per diluted share, compared to net income of $15.5 million, or $0.22 per diluted share, in fiscal 2014.
Adjusted Net Income for fiscal 2015 was $70.7 million, or $0.99 per diluted share on a pro forma basis, compared to Adjusted Net Income of $74.4 million, or $1.03 per diluted share on a pro forma basis, in fiscal 2014.
Adjusted EBITDA was $151.3 million, an 8% decrease from the same period last year.

Stock repurchases:
Stock repurchase program increased by $50 million.

"We executed our growth strategy in 2015, closing the year with over 324,000 WSEs," said Burton M. Goldfield, TriNet's President and CEO.  "Driven by our superior bundled product offering and vertical market strategy, our talented team of professionals is focused on growing our customer base and deepening our presence across a wide range of industry sectors. We anticipate rolling out additional vertical product offerings in the year ahead, each customized to deliver on the specific HR needs of their target markets.”

Results for the fourth quarter of 2015 reflect a net increase of 9,469 WSEs, representing 3% growth since September 30, 2015. TriNet’s total revenues for the fourth quarter of 2015 increased 20% from the fourth quarter of 2014 to $725.7 million, while Net Service Revenues increased 17% from the fourth quarter of 2014 to $149.0 million. Net Service Revenues consisted of professional service revenues of $107.0 million and Net Insurance Service Revenues of $42.0 million. Net Insurance Service Revenues consisted of insurance service revenues of $618.7 million, less insurance costs of $576.7 million. Professional service revenues for the fourth quarter of 2015 increased 19%, and Net Insurance Service Revenues increased 14%, compared to the fourth quarter of 2014. TriNet ended the fourth quarter with 481 Total Sales Representatives, up from 385 at the end of the fourth quarter of 2014, an increase of 25%.

Results for full year 2015 reflect an increase of 36,087 WSEs, to a total of 324,399 WSEs as of December 31, 2015, representing 13% growth since December 31, 2014. TriNet’s total revenues increased 21% to $2.7 billion, while Net Service Revenues increased 8% to $546.9 million for the full year. Net Service Revenues consisted of professional service revenues of $401.3 million and Net Insurance Service Revenues of $145.6 million. Net Insurance Service Revenues consisted of insurance service revenues of $2.3 billion, less insurance costs of $2.1 billion. Professional service revenues increased 17% and Net Insurance Service Revenues decreased 12% over the full year of 2014.

At December 31, 2015, TriNet had cash and equivalents of $166.2 million and total debt of $499.6 million.


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Today, TriNet also announced that its Board of Directors has approved a $50 million incremental increase to its ongoing stock repurchase program. The repurchase program was initially approved by TriNet's Board of Directors in May 2014 and was subsequently expanded in November 2014 and June 2015. TriNet repurchased approximately $63 million of its outstanding common stock from commencement of the repurchase program in May 2014 through December 31st, 2015.  The remaining amount authorized for repurchase under the program, after giving effect to the increase, is $82 million.  Under the program authorized by its Board of Directors, TriNet may repurchase shares in open-market purchases or through privately negotiated transactions as permitted under Rule 10b5-18 of the Securities Exchange Act of 1934, as amended. The extent to which TriNet repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, as determined by TriNet's management team. The purchases will be funded from existing cash balances.
Finally, TriNet also announced that they will file a Form 12b-25 with the SEC today providing for a fifteen (15) calendar day extension for its Annual Report on Form 10-K for the fiscal year ended December 31, 2015. With this being TriNet’s first assessment of internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, and given the multiple technology platforms that require evaluation and testing, TriNet requires additional time to complete its assessment of its internal control over financial reporting.
In preparing the Company’s financial statements as of and for the year ended December 31, 2015, the Company identified material weaknesses in its internal control over financial reporting relating to ineffective information technology general controls and ineffective controls in key business processes. While these material weaknesses create a reasonable possibility that an error in financial reporting may go undetected, after extensive review and analysis, no material adjustments, restatement or other revisions to previously issued financial statements are expected to be required.

TriNet is working diligently to finalize the assessment of internal control over financial reporting and obtain the related attestation from its auditors. TriNet currently expects to finalize its financial results and file its Annual Report on Form 10-K prior to the expiration of the extension period and further expects that the financial information contained in the Form 10-K will be consistent with the financial results reported in this earnings release.


Earnings Conference Call and Audio Webcast
TriNet will host a conference call at 2:00 p.m. PT (5:00 p.m. ET) today to discuss its quarterly and annual results and provide annual financial guidance for 2016. TriNet encourages participants to pre-register for the conference call. Callers who pre-register will be given a unique PIN to gain immediate access to the call and bypass the live operator. To pre-register, go to: http://dpregister.com/10080470. For those who would like to join the call but have not pre-registered, they can do so by dialing +1 (412) 317-5426 and requesting the “TriNet Conference Call.”  The live webcast of the conference call can be accessed on the Investor Relations section of TriNet’s website at http://investor.trinet.com. A replay of the webcast will be available on this site for approximately one year. A telephonic replay will be available for one week following the conference call at +1 (412) 317-0088 conference ID: 10080470.

 
About TriNet
TriNet is a leading provider of a comprehensive human resources solution for small to midsize businesses, or SMBs. We enhance business productivity by enabling our clients to outsource their human resources, or HR, function to one strategic partner and allowing them to focus on operating and growing their core businesses. Our HR solution includes services such as payroll processing, human capital consulting, employment law compliance and employee benefits, including health insurance, retirement plans and workers compensation insurance. Our services are delivered by our expert team of HR professionals and enabled by our proprietary, cloud-based technology platform, which allows our clients and their employees to efficiently conduct their HR transactions anytime and anywhere. For more information, please visit http://www.trinet.com.

Use of Non-GAAP Financial Measures
Reconciliations of non-GAAP financial measures to TriNet’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled “Non-GAAP Financial Measures.”
 
Forward-Looking Statements
This press release contains, and statements made during the above referenced conference call will contain, forward-looking statements including, among other things, TriNet’s expectations regarding: the growth of its customer base, its ability to deepen its presence across a range of industry sectors, its ability to roll out additional vertical product offerings as and when planned,

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its ability to execute on its vertical market strategy and penetrate the market for HR solutions for small to midsize businesses. These statements are not guarantees of future performance, but are based on management’s expectations as of the date hereof and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include: risks associated with the market acceptance of outsourcing the HR function, and the anticipated benefits associated with the use of a bundled HR solution; our ability to continue to expand our direct sales force and the efficacy of our sales and marketing efforts; our ability to gain new clients, and our clients’ ability to grow and gain more employees; our ability to effectively acquire and integrate new businesses; the effects of seasonal trends on our results of operations; the unpredictable nature of our costs and operating expenses, in particular our insurance costs; changes to and our ability to comply with laws and regulations, including both those applicable to the co-employment relationship as well as those applicable to our clients’ businesses and their employees; the continuing implementation of the Affordable Care Act, including its application to the co-employer relationship; our ability to effectively manage our growth; the effects of increased competition and our ability to compete effectively; and our ability to comply with the restrictions of our credit facility and meet our debt obligations.
 
Further information on risks that could affect TriNet’s results is included in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q filed with the Commission on November 2, 2015, which could cause actual results to vary from expectations. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.
 
Contacts:
 
Investors:
Media:
Alex Bauer
Jock Breitwieser
TriNet
TriNet
Investorrelations@TriNet.com
Jock.Breitwieser@TriNet.com
(510) 875-7201
(510) 875-7250
 
TriNet, Ambitions Realized and the TriNet logo are registered trademarks of TriNet.

3



TriNet Group, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
 
 
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
2015
 
2014
 
2015
 
2014
Professional service revenues
$
106,999

 
$
90,075

 
$
401,287

 
$
342,074

Insurance service revenues
618,696

 
513,587

 
2,258,001

 
1,851,457

Total revenues
725,695

 
603,662

 
2,659,288

 
2,193,531

Costs and operating expenses:


 


 
 
 
 
Insurance costs
576,698

 
476,779

 
2,112,376

 
1,686,315

Cost of providing services (exclusive of depreciation and
   amortization of intangible assets)
39,112

 
34,004

 
150,694

 
134,256

Sales and marketing
43,019

 
35,772

 
166,759

 
139,997

General and administrative
20,635

 
13,141

 
69,626

 
53,926

Systems development and programming costs
5,709

 
6,866

 
27,558

 
26,101

Amortization of intangible assets
7,062

 
12,743

 
39,346

 
52,302

Depreciation
3,851

 
4,118

 
14,612

 
13,843

Total costs and operating expenses
696,086

 
583,423

 
2,580,971

 
2,106,740

Operating income
29,609

 
20,239

 
78,317

 
86,791

Other income (expense):
 
 
 
 
 
 
 
Interest expense and bank fees
(4,796
)
 
(5,019
)
 
(19,449
)
 
(54,193
)
Other, net
269

 
221

 
1,142

 
478

Income before provision for income taxes
25,082

 
15,441

 
60,010

 
33,076

Provision for income taxes
10,987

 
8,430

 
28,315

 
17,579

Net income
$
14,095

 
$
7,011

 
$
31,695

 
$
15,497

Net income per share:
 
 
 
 
 
 
 
Basic
$
0.20

 
$
0.10

 
$
0.45

 
$
0.24

Diluted
$
0.20

 
$
0.10

 
$
0.44

 
$
0.22

Weighted average shares:
 
 
 
 
 
 
 
Basic
70,171,717

 
69,678,331

 
70,228,159

 
56,160,539

Diluted
71,805,589

 
73,252,127

 
72,618,069

 
59,566,773



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TriNet Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 (Unaudited)

 
December 31,
2015
 
December 31,
2014
Assets
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
166,178

 
$
134,341

Restricted cash
14,557

 
14,543

Prepaid income taxes
4,105

 
26,711

Prepaid expenses
8,579

 
9,336

Deferred loan costs and other current assets
3,715

 
4,271

Worksite employee related assets
1,373,386

 
1,635,136

Total current assets
1,570,520

 
1,824,338

Workers compensation receivable
29,204

 
31,905

Restricted cash and investments
101,806

 
69,447

Property and equipment, net
37,844

 
32,298

Goodwill
289,207

 
288,857

Other intangible assets, net
46,772

 
81,718

Deferred loan costs and other assets
22,877

 
12,017

Total assets
$
2,098,230

 
$
2,340,580

Liabilities and stockholders’ equity (deficit)
 
 
 
Current liabilities:
 

 
 
Accounts payable
$
12,904

 
$
12,273

Accrued corporate wages
28,963

 
29,179

Current portion of notes payable and borrowings under capital leases
35,326

 
20,738

Other current liabilities
11,402

 
10,303

Worksite employee related liabilities
1,369,497

 
1,630,555

Total current liabilities
1,458,092

 
1,703,048

Notes payable and borrowings under capital leases, less current portion
464,390

 
524,412

Workers compensation liabilities
105,481

 
75,448

Deferred income taxes
54,641

 
58,529

Other liabilities
7,545

 
4,902

Total liabilities
2,090,149

 
2,366,339

Commitments and contingencies
 
 
 
Stockholders’ equity (deficit):
 
 
 
Preferred stock, $.000025 per share stated value; 20,000,000 shares authorized;
   no shares issued and outstanding at December 31, 2015 and December 31, 2014

 

Common stock, $.000025 per share stated value; 750,000,000 shares authorized;
   70,371,425 and 69,811,326 shares issued and outstanding at December 31, 2015
   and December 31, 2014, respectively
494,397

 
442,682

Accumulated deficit
(485,595
)
 
(468,127
)
Accumulated other comprehensive loss
(721
)
 
(314
)
Total stockholders’ equity (deficit)
8,081

 
(25,759
)
Total liabilities and stockholders’ equity (deficit)
$
2,098,230

 
$
2,340,580


5



TriNet Group, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Year Ended December 31,
 
2015
 
2014
Operating activities
 
Net income
$
31,695

 
$
15,497

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
52,817

 
84,403

Deferred income taxes
14,954

 
43,842

Stock-based compensation
17,923

 
10,960

Excess tax benefit from equity incentive plan activity
(20,670
)
 
(9,663
)
Accretion of workers compensation and leases fair value adjustment
(639
)
 
(1,090
)
Changes in operating assets and liabilities:
 
 
 
Restricted cash and investments
(17,991
)
 
(6,880
)
Prepaid expenses and other current assets
1,313

 
(7,389
)
Workers compensation receivables
3,152

 
(5,413
)
Other assets
(14,527
)
 
8,004

Accounts payable
287

 
5,212

Prepaid income taxes
24,494

 
(23,387
)
Other current liabilities
5,616

 
7,749

Other liabilities
31,483

 
29,822

Worksite employee related assets
261,750

 
(862,699
)
Worksite employee related liabilities
(261,058
)
 
862,931

Net cash provided by operating activities
130,599

 
151,899

Investing activities
 
 
 
Acquisitions of businesses
(4,750
)
 

Purchase of debt securities
(41,939
)
 
(24,875
)
Proceeds from maturity of debt securities
27,557

 

Purchase of property and equipment
(18,557
)
 
(20,552
)
Net cash used in investing activities
(37,689
)
 
(45,427
)
Financing activities
 
 
 
Proceeds from issuance of common stock, net of issuance costs

 
217,796

Realized tax benefit of deductible IPO transaction costs
822

 
1,939

Proceeds from issuance of common stock on exercised options
7,166

 
2,193

Proceeds from issuance of common stock on employee stock purchase plan
5,315

 
3,393

Excess tax benefit from equity incentive plan activity
20,670

 
9,663

Repayment of notes payable
(45,312
)
 
(273,550
)
Payment of debt issuance costs

 
(11,060
)
Repayments under capital leases
(250
)
 
(306
)
Repurchase of common stock
(49,163
)
 
(16,440
)
Net cash used in financing activities
(60,752
)
 
(66,372
)
Effect of exchange rate changes on cash and cash equivalents
(321
)
 
(115
)
Net increase in cash and cash equivalents
31,837

 
39,985

Cash and cash equivalents at beginning of period
134,341

 
94,356

Cash and cash equivalents at end of period
$
166,178

 
$
134,341


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Key Operating Metrics
We regularly review certain key operating metrics to evaluate growth trends, measure our performance and make strategic decisions. Our key operating metrics for the periods presented were as follows:
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
Net Insurance Service Revenues (in thousands)
$
41,998

 
$
36,808

 
$
145,625

 
$
165,142

Net Service Revenues (in thousands)
$
148,998

 
$
126,883

 
$
546,912

 
$
507,216

Total WSEs
324,399

 
288,312

 
324,399

 
288,312

Total Sales Representatives
481

 
385

 
481

 
385

 
Non-GAAP Financial Measures
We use Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income, and pro forma Adjusted Net Income per share – diluted to provide an additional view of our operational performance. Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and pro forma Adjusted Net Income per share – diluted are financial measures that are not prepared in accordance with GAAP. We define Net Insurance Service Revenues as insurance service revenues less insurance costs, which include the premiums we pay to insurance carriers for the health and workers compensation insurance coverage provided to our clients and WSEs and the reimbursements we pay to the insurance carriers for claim payments within our insurance deductible layer. We define Net Service Revenues as the sum of professional service revenues and Net Insurance Service Revenues. We define Adjusted EBITDA as net income, excluding the effects of our income tax provision, interest expense, depreciation, amortization of intangible assets, stock-based compensation and, in 2014, certain costs related to a public offering of our shares of common stock. We define Adjusted Net Income as net income, excluding the effects of stock-based compensation, amortization of intangible assets, non-cash interest expense, debt prepayment premium, and, in 2014, certain costs related to a public offering of our shares of common stock and the income tax effect of these pre-tax adjustments at our effective tax rate. For purposes of our non-GAAP financial presentation, as a result of a 2015 increase in New York City tax rates and an increase in blended state rates, we have adjusted the effective tax rate to 41.5% for the periods ended December 31, 2015, from 39.5% for the periods ended December 31, 2014. Each of these effective tax rates exclude income tax on non-deductible stock-based compensation and discrete items including the cumulative effect of state law changes. Non-cash interest expense represents amortization and write-off of our debt issuance costs. We define pro forma Adjusted Net Income per share – diluted as Adjusted Net Income per basic share adjusted to reflect our equity structure as if our initial public offering and associated conversion of preferred stock had occurred at the beginning of the period and all option exercises that occurred during the period occurred at the beginning of the period, and then giving effect to all remaining potential shares of common stock issuable upon exercise of options or settlement of restricted stock units, to the extent dilutive.
We believe that the use of Net Insurance Service Revenues provides useful information as it presents a measure of revenues from our provision of insurance services to our clients that eliminates the cost to us of that insurance. We believe that Net Service Revenues provides a useful measure of total revenues for the two main components of our revenues calculated on a consistent basis. We believe that the use of Adjusted EBITDA, Adjusted Net Income and pro forma Adjusted Net Income per share – diluted provides additional period-to-period comparisons and analysis of trends in our business, as they exclude certain one-time and non-cash expenses. We believe that Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income, and pro forma Adjusted Net Income per share – diluted are useful for our stockholders and board of directors by helping them to identify trends in our business and understand how our management evaluates our business. We use Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and pro forma Adjusted Net Income per share – diluted to monitor and evaluate our operating results and trends on an ongoing basis and internally for operating, budgeting and financial planning purposes, in addition to allocating our resources to enhance the financial performance of our business and evaluating the effectiveness of our business strategies. We also use Net Service Revenues and Adjusted EBITDA in determining the incentive compensation for management.
Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and pro forma Adjusted Net Income per share – diluted are not prepared in accordance with, and should not be considered in isolation of, or as an alternative to, measurements required by GAAP. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. As non-GAAP measures, Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and pro forma Adjusted Net Income per share – diluted have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In particular:
• Net Insurance Service Revenues and Net Service Revenues are reduced by the insurance costs that we pay to insurance carriers;

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• Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
• Adjusted EBITDA does not reflect the amounts we paid in taxes or other components of our tax provision;
• Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
• Adjusted EBITDA and Adjusted Net Income do not reflect changes in, or cash requirements for, our working capital needs;
• Adjusted EBITDA and Adjusted Net Income do not reflect the expenses we incurred in connection with the registered offering of our common stock;
• Adjusted EBITDA, Adjusted Net Income and pro forma Adjusted Net Income per share – diluted do not reflect the non-cash component of employee compensation;
• Although depreciation and amortization of intangible assets are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
• Other companies in our industry may calculate these measures or similar measures differently than we do, limiting their usefulness as a comparative measure.
 
Because of these limitations, you should consider Net Insurance Service Revenues, Net Service Revenues, Adjusted EBITDA, Adjusted Net Income and pro forma Adjusted Net Income per share – diluted alongside other financial performance measures, including total revenues, net income and our other financial results presented in accordance with GAAP.
 
The table below sets forth a reconciliation of GAAP insurance service revenues to Net Insurance Service Revenues:
 
Three Months Ended
December 31,
 
Change
2015 vs. 2014
 
Year Ended
December 31,
 
Change
2015 vs. 2014
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
 
(in thousands, except percentages)
Insurance service revenues
$
618,696

 
$
513,587

 
$
105,109

 
20
%
 
$
2,258,001

 
$
1,851,457

 
$
406,544

 
22
 %
Less:  Insurance costs
576,698

 
476,779

 
99,919

 
21
%
 
2,112,376

 
1,686,315

 
$
426,061

 
25
 %
Net Insurance Service Revenues
$
41,998

 
$
36,808

 
$
5,190

 
14
%
 
$
145,625

 
$
165,142

 
$
(19,517
)
 
(12
)%
 
The table below sets forth a reconciliation of GAAP total revenues to Net Service Revenues:
 
Three Months Ended
December 31,
 
Change
2015 vs. 2014
 
Year Ended
December 31,
 
Change
2015 vs. 2014
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
 
(in thousands, except percentages)
Total revenues
$
725,695

 
$
603,662

 
$
122,033

 
20
%
 
$
2,659,288

 
$
2,193,531

 
$
465,757

 
21
%
Less:  Insurance costs
576,698

 
476,779

 
99,919

 
21
%
 
2,112,376

 
1,686,315

 
426,061

 
25
%
Net Service Revenues
$
148,997

 
$
126,883

 
$
22,114

 
17
%
 
$
546,912

 
$
507,216

 
$
39,696

 
8
%

    

8



The table below sets forth a reconciliation of GAAP net income to Adjusted EBITDA:
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Net income
$
14,095

 
$
7,011

 
$
31,695

 
$
15,497

Provision for income taxes
10,987

 
8,430

 
28,315

 
17,579

Stock-based compensation
4,932

 
2,709

 
17,923

 
10,960

Interest expense and bank fees
4,796

 
5,019

 
19,449

 
54,193

Depreciation
3,851

 
4,118

 
14,612

 
13,843

Amortization of intangible assets
7,062

 
12,743

 
39,346

 
52,302

Secondary offering costs

 
87

 

 
945

Adjusted EBITDA
$
45,723

 
$
40,117

 
$
151,340

 
$
165,319


The table below sets forth a reconciliation of GAAP net income to Adjusted Net Income:
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Net income
$
14,095

 
$
7,011

 
$
31,695

 
$
15,497

Effective income tax rate adjustment
578

 
2,331

 
3,411

 
4,514

Stock-based compensation
4,932

 
2,709

 
17,923

 
10,960

Amortization of intangible assets
7,062

 
12,743

 
39,346

 
52,302

Non-cash interest expense
790

 
792

 
3,610

 
21,880

Debt prepayment premium

 

 

 
3,800

Secondary offering costs

 
87

 

 
945

Income tax impact of pre-tax adjustments
(5,305
)
 
(6,451
)
 
(25,265
)
 
(35,506
)
Adjusted Net Income
$
22,152

 
$
19,222

 
$
70,720

 
$
74,392


The table below sets forth a reconciliation of GAAP weighted average shares of common stock – basic to pro forma weighted average shares of common stock - diluted and pro forma Adjusted Net Income per share – diluted as if the equity structure had been in place at the beginning of the periods presented:
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands, except per share data)
GAAP Weighted average shares of common stock - basic
70,172

 
69,678

 
70,228

 
56,161

Effect of IPO, conversion of preferred stock and
  exercise of stock options during the period included above
(182
)
 
(295
)
 
(417
)
 
(41,082
)
Adjustments as if the equity structure had occurred at the beginning of the periods:
 
 
 
 
 
 
 
Conversion of preferred stock

 

 

 
38,066

Common stock issued in connection with IPO

 

 

 
15,000

Common stock issued in connection with stock-based compensation, net of repurchases
382

 
428

 
560

 
1,486

Dilutive effect of outstanding stock options and restricted stock units
1,566

 
3,465

 
1,422

 
2,762

Pro forma weighted average shares of common stock - diluted
71,938

 
73,276

 
71,793

 
72,393

Adjusted Net Income
$
22,152

 
$
19,222

 
$
70,720

 
$
74,392

Pro forma Adjusted Net Income per share - diluted
$
0.31

 
$
0.26

 
$
0.99

 
$
1.03


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